Methanex Corporation Annual Information Form
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METHANEX CORPORATION ANNUAL INFORMATION FORM www.methanex.com March 7, 2016 TABLE OF CONTENTS Page REFERENCE INFORMATION 3 CAUTION REGARDING FORWARD-LOOKING STATEMENTS 4 THE COMPANY 6 BUSINESS OF THE COMPANY 8 Overview of the Business 8 DEVELOPMENT OF THE BUSINESS AND CORPORATE STRATEGY 8 Our Strategy 8 Global Leadership 8 Low Cost 9 Operational Excellence 9 METHANOL INDUSTRY INFORMATION 10 General 10 Demand Factors 10 Supply Factors 12 Methanol Prices 13 PRODUCTION 13 Production Process 13 Operating Data and Other Information 14 MARKETING 14 DISTRIBUTION AND LOGISTICS 15 NATURAL GAS SUPPLY 15 General 15 New Zealand 15 United States 15 Trinidad 16 Canada 16 Egypt 16 Chile 16 FOREIGN OPERATIONS AND GOVERNMENT REGULATION 17 General 17 Chile 18 Trinidad 18 Egypt 18 RESPONSIBLE CARE 18 ENVIRONMENTAL MATTERS 19 Management of Emissions 20 INSURANCE 21 COMPETITION 21 EMPLOYEES 21 RISK FACTORS 21 DIVIDENDS 21 CAPITAL STRUCTURE 22 RATINGS 22 MARKET FOR SECURITIES 23 NORMAL COURSE ISSUER BID 24 DIRECTORS AND EXECUTIVE OFFICERS 24 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 26 EXPERTS 26 LEGAL PROCEEDINGS 26 AUDIT COMMITTEE INFORMATION 26 The Audit Committee Charter 26 Composition of the Audit Committee 27 Relevant Education and Experience 27 Pre-Approval Policies and Procedures 28 Audit and Non-Audit Fees Billed by the Independent Auditors 28 TRANSFER AGENT AND REGISTRAR 29 CONTROLS AND PROCEDURES 29 CODE OF ETHICS 29 ADDITIONAL INFORMATION 29 APPENDIX "A" 31 2 REFERENCE INFORMATION In this Annual Information Form ("AIF"), a reference to the "Company" refers to Methanex Corporation and a reference to "Methanex," "we," "us," "our" and similar words refers to the Company and its subsidiaries or any one of them as the context requires, as well as their respective interests in joint ventures and partnerships. We use the United States dollar as our reporting currency. Accordingly, unless otherwise indicated, all dollar amounts in this AIF are stated in United States dollars. In this AIF, unless the context otherwise indicates, all references to "methanol" are to chemical-grade methanol. Methanol’s chemical formula is CH3OH and it is also known as methyl alcohol. In this AIF, we incorporate by reference our 2015 Management’s Discussion and Analysis ("2015 MD&A"), which contains information required to be included in this AIF. The 2015 MD&A is publicly accessible and is filed on the Canadian Securities Administrators’ SEDAR website at www.sedar.com and on the U.S. Securities and Exchange Commission’s EDGAR website at www.sec.gov. The approximate conversion of measurement used in this AIF is as follows: 1 tonne of methanol = 332.6 US gallons of methanol Some of the historical price data and supply and demand statistics for methanol and certain other industry data contained in this AIF are derived by the Company from industry consultants or from recognized industry reports regularly published by independent consulting and data compilation organizations in the methanol industry, including IHS Inc., Tecnon OrbiChem Ltd., Argus JJ&A, ICIS, Platts and Methanol Market Services Asia. Industry consultants and industry publications generally state that the information provided has been obtained from sources believed to be reliable. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon in these reports. Responsible Care® is a registered trademark of the Chemistry Industry Association of Canada and is used under license by us. 3 CAUTION REGARDING FORWARD-LOOKING STATEMENTS This document contains forward-looking statements with respect to us and our industry. These statements relate to future events or our future performance. All statements other than statements of historical fact are forward-looking statements. Statements that include the words "believes," "expects," "may," "will," "should," "potential," "estimates," "anticipates," "aim," "goal" or other comparable terminology and similar statements of a future or forward-looking nature identify forward-looking statements. More particularly and without limitation, any statements regarding the following are forward-looking statements: • expected demand for methanol and its derivatives, • our ability to meet covenants or obtain or continue to obtain waivers associated with our long-term debt • expected new methanol supply or restart of idled obligations, including, without limitation, the Egypt capacity and timing for start-up of the same, limited recourse debt facilities that have conditions • expected shutdowns (either temporary or permanent) associated with the payment of cash or other or restarts of existing methanol supply (including our distributions and the finalization of certain land title own facilities), including, without limitation, the registrations and related mortgages which require timing and length of planned maintenance outages, actions by Egyptian governmental entities, • expected methanol and energy prices, • expected impact on our results of operations in Egypt • expected levels of methanol purchases from traders or our financial condition as a consequence of civil or other third parties, unrest, acts of sabotage or actions taken or inaction by the Government of Egypt and its agencies, • expected levels, timing and availability of economically priced natural gas supply to each of our • our shareholder distribution strategy and anticipated plants, distributions to shareholders, • capital committed by third parties towards future • commercial viability and timing of, or our ability to natural gas exploration and development in the execute, future projects, plant restarts, capacity vicinity of our plants, expansions, plant relocations, or other business initiatives or opportunities, • our expected capital expenditures, • our financial strength and ability to meet future • anticipated operating rates of our plants, financial commitments, • expected operating costs, including natural gas • expected global or regional economic activity feedstock costs and logistics costs, (including industrial production levels), • expected tax rates or resolutions to tax disputes, • expected outcomes of litigation or other disputes, • expected cash flows, earnings capability and share claims and assessments, and price, • expected actions of governments, government • availability of committed credit facilities and other agencies, gas suppliers, courts, tribunals or other financing, third parties. We believe that we have a reasonable basis for making such forward-looking statements. The forward-looking statements in this document are based on our experience, our perception of trends, current conditions and expected future developments as well as other factors. Certain material factors or assumptions were applied in drawing the conclusions or making the forecasts or projections that are included in these forward-looking statements, including, without limitation, future expectations and assumptions concerning the following: • the supply of, demand for and price of methanol, • our ability to procure natural gas feedstock on methanol derivatives, natural gas, coal, oil and oil commercially acceptable terms, derivatives, • operating rates of our facilities, 4 • receipt or issuance of third-party consents or • global and regional economic activity (including approvals, including, without limitation, industrial production levels), governmental registrations of land title and related • absence of a material negative impact from major mortgages in Egypt and governmental approvals natural disasters, related to rights to purchase natural gas, • the establishment of new fuel standards, • absence of a material negative impact from changes in laws or regulations, • operating costs, including natural gas feedstock and logistics costs, capital costs, tax rates, cash flows, • absence of a material negative impact from political foreign exchange rates and interest rates, instability in the countries in which we operate, and • the availability of committed credit facilities and • enforcement of contractual arrangements and ability other financing, to perform contractual obligations by customers, natural gas and other suppliers and other third parties. However, forward-looking statements, by their nature, involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. The risks and uncertainties primarily include those attendant with producing and marketing methanol and successfully carrying out major capital expenditure projects in various jurisdictions, including, without limitation: • conditions in the methanol and other industries • competing demand for natural gas, especially with including fluctuations in the supply, demand and respect to domestic needs for gas and electricity in price for methanol and its derivatives, including Chile and Egypt, demand for methanol for energy uses, • actions of governments and governmental authorities, • the price of natural gas, coal, oil and oil derivatives, including, without limitation, the implementation of policies or other measures that could impact the • our ability to obtain natural gas feedstock on supply of or demand for methanol or its derivatives, commercially acceptable terms to underpin current operations and future production growth • changes in laws or regulations, opportunities, • import or export restrictions, anti-dumping measures, • the ability to carry out corporate initiatives